CHAIRMAN'S SPEECH

1 CHAIRMAN'S SPEECH . Ladies and gentlemen, good morning. My name is Charles Goode. As your Chairman, it is my pleasure to welcome you to the 35th Annual General Meeting of ANZ. I want to also welcome shareholders joining us via Let me say how pleased we are to be holding our Annual General Meeting in Brisbane. Over 200,000 Australians directly own shares in ANZ. To make sure as many of those shareholders as possible have an opportunity to attend a meeting, we have a policy of rotating our annual general meetings around Australia's major capital cities. In the last three years we have held our annual general meetings in Melbourne, Sydney and Perth with information meetings in Adelaide, Auckland and Wellington. I am pleased to see so many Queensland shareholders here today.

2 This year marks ANZ's 150th year in Queensland and we considered it especially appropriate to hold this year's meeting in Brisbane to commemorate that anniversary. Through our predecessor banks we have had a continuous presence in Queensland since 1853. The Union Bank of Australia opened in Brisbane in June 1853 and, later that year, the Bank of Australasia opened a branch in Ipswich. We now have 144 branches and 1,890 dedicated staff across the state. We serve nearly half a million personal banking customers as well as nearly 8,000 small to medium sized businesses and some of Queensland's largest and most successful companies. The Bank and its staff work hard to try to make a difference in the Queensland community. Our staff are involved in many local community programs.

3 Let me mention just a few. We provide the Starlight Foundation with financial assistance and office accommodation. Together with our staff we give both time and money to help Foodbank, The Leukaemia Foundation and the Kids Help Line. In Toowoomba we support an organisation working to prevent youth suicide. Tragically young Australian men have the one highest rates of suicide in the western world. Youth suicide is particularly high in rural Australia. In Cairns our staff support the Walk for Life in aid of cancer. Our commitment to Queensland clearly goes beyond our normal operations andwe are very confident about Queensland as a place to do business. The State has faster than average economic growth, one of the lowest state tax regimes in Australia and very competitive real estate costs.

4 It not only has a good climate but an equally good investment climate. Now turning to today's meeting: As a quorum is present I now formally declare this Annual General Meeting of shareholders open. You should have all received a copy of the notice of meeting and if there is no objection, I propose to take it as read. Extra copies of the Notice and the Annual Report are available, if anyone would like them. The minutes of the 2002 Annual General Meeting are also available. At our meeting today the Chief Executive John McFarlane and I will report to you on ANZ's performance and the outlook for the year ahead. I will then open the floor for questions or comments on any matter related to our business. After the questions we will move to the resolutions before today's meeting.

5 At the end of the meeting I would like to invite you to join us in the foyer for light refreshments. I will now introduce the other members of the board and some of the ANZ's executives who are here today. On the first of October we did some reallocation of committee membership among Board members and I will be referring to the membership now in place. Starting on your far right is David Gonski. David's background is in law. David is Chairman of Coca-Cola Amatil limited , Investec Wentworth, the Australia Council and the National Institute of Dramatic Art. He is also a Director of Westfield Holdings limited and John Fairfax Holdings limited . He is a member of: The Risk Management Committee, and the Nominations and Corporate Governance Committee, and he is one of ANZ's nominated directors on the Board of ING Australia limited .

6 Next is Dr. Roderick Deane. Roderick lives in Wellington and is widely recognised as one of New Zealand's leading business executives with experience in both the public and private sectors. Roderick is the Chairman of Telecom New Zealand limited , Fletcher Building limited , the Museum of New Zealand and he is a director of Woolworths limited . He is Chairman of ANZ Banking Group (New Zealand) limited . Roderick is also a member of the Risk Management Committee and the Compensation Committee. Next is John Dahlsen. John's background is in law. He was a partner at Corrs Chambers Westgarth and a former Chairman of Woolworths. He is Chairman of Southern Cross Broadcasting (Australia) limited and a director of The Smith Family. He is Chairman of our Audit Committee and a member of the Nominations and Corporate Governance Committee.

7 On my right is John McFarlane, the Chief Executive Officer. This year marks the start of John's seventh year as Chief Executive, having joined us in October 1997. Then, Margaret Jackson. Margaret is Chairman of qantas Airways limited and the Methodist Ladies College. She is a director of John Fairfax Holdings, Billabong International limited , the Howard Florey Institute and the Brain Research Institute. Margaret is Chairman of the Compensation Committee and a member of the Audit Committee. Next is, Dr. Brian Scott. Brian lives in Sydney and has wide experience in consulting particularly in human resources. He is Chairman of Management Frontiers and the Foundation for Development Co-operation, which is based here in Brisbane. He is also a Director of Air Liquide Australia and the James N Kirby Foundation.

8 Brian chairs the Nominations and Corporate Governance Committee and is a member of the Compensation Committee. Then Jerry Ellis. Jerry has extensive mining and manufacturing experience in Australia and overseas, and is a former Chairman of BHP. He is Chairman of Pacifica Group Ltd, the Australia-Japan Foundation, Black Range Minerals Ltd and is Chancellor of Monash University. He is also a director of GroPep limited . Jerry chairs the Risk Management Committee and he is a member of the Audit Committee Now let me introduce other ANZ's executives on the stage. Next to me on my left is the Chief Financial Officer, Peter Marriott. Behind me are Tim L'Estrange, Group General Counsel and Company Secretary, Tim Paine, Deputy General Counsel, and Judith Downes, Head of Finance.

9 Also, in the front row, are our auditors, Peter Nash, Michelle Somerville and Christopher Hall, all of KPMG. Moving on to the review of the year to the 30th September, 2003: This morning I will discuss four matters with you. They are: Our performance this year and the key factors driving that performance. The acquisition of the National Bank of New Zealand Corporate governance and The outlook for the year ahead. In discussing our performance I wish to put it in the context of two of the board's key objectives. Those two objectives are balance and competition. Our continuing ability to grow in a sustainable way depends on our ability to balance the competing demands of shareholders, staff, customers and the community. We also have to balance the investment market's demand for short-term performance with the need to invest for the medium and longer term.

10 We have to have some spread in the businesses we are in, as most of them are cyclical to varying degrees. And we have to balance risk and return. If we took no risk then there would be little profit. What we have to do is ensure that we have the right strategies and robust risk management systems in place to monitor and minimize risk. Our competition is now mainly coming from two very different kinds of companies. The first is the global financial services companies who are much bigger than us, have access to cheaper capital and do not provide the branch and other networks that we do. The second group of competitors comprise the small, focused specialist operators who have lower costs, are more flexible and more entrepreneurial than traditional banks. At the same time we have to compete for capital and senior management on a global basis.